THIS SET OF TERMS (“Agreement”) is made on the date as specified on the online order form (“Online Order Form”)
BETWEEN:
(1) THOUGHTFULL WORLD PTE. LTD. (Company Registration No: 201925766W), a company incorporated in Singapore, with its registered office at 1 Paya Lebar Link, #04-01, Paya Lebar Quarter, Singapore 408533 (“Platform Provider”); and
(2) The entity which details are specified on the Online Order Form (“Client”),
(each a “Party”, and collectively the “Parties”).
(A) The Platform Provider operates the platform comprising web and mobile application(s) under the Thoughtfull brand (“Platform”) which allows for users to obtain digital health and mental services (“Services”).
(B) The Client intends to engage the PlatformProvider on the terms and conditions set out in this Agreement to provide the Platformand services as stated in the Statements of Work (“SOW”) contained within the Online Order Form with the Platform Provider to provide General Services (as defined below).
IT IS AGREED as follows:
1.1. In this Agreement, unless the context otherwise requires, the following definitions apply:
“Affiliates” means, with respect to any person, any other person directly or indirectly Controlling, Controlled by, or under common Control with, such person;
“Business Day” means any day when commercial banks are open for the conduct of business in the countries where the relevant User and ThoughtFull Professional resides, except for Saturdays, Sundays and days which have been gazetted as public holidays in such countries;
“Control” shall mean, (a) with respect to a corporation, the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the shares of the controlled corporation or the power (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise) to appoint or remove all or such members of the board or other governing body of the corporation as are able to cast the majority of the votes capable of being cast by the members of that board or body on all, or substantially all, matters, or otherwise to control or have the power to control the policies and affairs of the corporation and, (b) with respect to any person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person;
“Effective Date” means the date of this Agreement;
“Extended Term” has the meaning ascribed to it in Clause 2.2;
“Fees” means the fees payable for the Services as set out in this Agreement and/or theSOW;
“Force Majeure Event” means an event beyond the reasonable control of either Party, and shall include, without limitation, acts of God, inclement weather, rain, floods, drought, earthquake or any other natural disaster, the collapse of buildings, fires or explosions, or other catastrophes, failure, strikes, lock outs, boycotts or other labour dispute or disturbance, an epidemic or a pandemic caused by an outbreak of any communicable diseases, malicious damage, sabotage, vandalism, war, hostility, acts of terrorism, acts of foreign enemies, civil commotion or riots, embargoes, or acts of any military authority, any laws, regulation, acts or orders taken or imposed by any governmental authority, including restrictions of travel and sanctions;
“General Services” means general mental health and wellness services provided via the Platform as set out in Clause 3.3;
“Intellectual Property Rights” means the rights in or relating to any patent, copyright, database, registered design, unregistered design right, trademark (whether registered or not), trade names, logos, get-up, invention, goodwill, domain name, social media networking platforms, identities and accounts or other similar rights in any part of the world (including Know-How), and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights;
“Know-How” means any and all (whether or not confidential or proprietary) industrial and commercial information and techniques in any form including, without limitation, drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars;
“Online Order Form” means the order form provided by the Platform Provider for the ordering the services, specifying amongst others, the fees chargeable and a brief description of the General Services;
“PDPA”means the Personal Data Protection Act 2012 (No. 26 of 2012);
“Personal Data” means data, whether true or not, about a User who can be identified from that data, or from that data and other information to which the organisation has or is likely to have access;
“Platform” has the meaning ascribed to it in Clause 3.3(a)(i);
“Services” has the meaning ascribed to it in Recital (B);
“SIAC” has the meaning ascribed to it in Clause 23.2;
“SOW” means the services as ordered through the Online Order Form which includes the General Services;
“Specific Services” means the specific set of services not covered by the GeneralServices, as set out in Schedule 1 of this Agreement;
“Taxes” comprises all forms of taxation in the world, past, present and future(including, without limitation, capital gains tax, income tax, estate duty, profits tax, stamp duty, value added tax, purchase tax, withholding tax, customs and other import or export duties) and all other statutory, governmental or state impositions, duties and levies and all penalties, charges, costs and interest relating to any claim; and
“Term” means the term of this Agreement, as determined in accordance with Clause 0; and
“Users” has the meaning ascribed to it in Clause 3.3(a)(i).
1.2. In this Agreement, unless the context otherwise requires:
(a) references to persons shall include individuals, bodies corporate (wherever incorporated), unincorporated associations and partnerships;
(b) the headings are inserted for convenience only and shall not affect the construction of this Agreement;
(c) references to times of the day are to local time in Singapore unless otherwise stated;
(d) words importing the singular number shall include the plural and vice versa;
(e) words importing the masculine gender shall include the feminine and neuter genders and vice versa;
(f) references to any agreement or document shall include such agreement or document as amended, varied, novated, supplemented or replaced from time to time;
(g) any references to “clauses” and “schedules” are to clauses and schedules to this Agreement unless otherwise specified;
(h) any reference to an enactment or statutory provision is a reference to it as it may have been, or may from time to time be modified, consolidated or re-enacted;
(i) references to any legal term used in any applicable jurisdiction (other than Singapore) for any action, remedy, method or judicial proceeding, legal document, legal status, court, official or any other legal concept shall be deemed to include the legal concept which most nearly approximates in Singapore to that legal term.
2.1. This Agreement shall come into effect on the Effective Date until the end date as stated in the Online Order Form (“Expiry Date”) for the duration of the term (“Term”).
2.2. This Agreement shall be automatically renewed for the terms as stated in the Online Order Form (“Extended Term”) unless terminated in accordance with the methods provided by the Platform Provider.
2.3. Unless mutually agreed between the Parties in writing, the Extended Term shall be on the same terms and conditions as set out in this Agreement.
3.1. In consideration of the Client’s payment of the Fees, the Platform Provider shall provide the Client and its employees with the Services.
3.2. Subject to applicable law and the Client’s confidentiality obligations, the Client shall use its best endeavours to provide the Platform Provider with such information and materials as may be reasonably requested by the Platform Provider for the purposes of providing the Services.
3.3. GENERAL SERVICES
(a) The scope of the General Services provided bythe Platform Provider includes:
(i) the granting of access to ThoughtFullChat’s mobile application services (the “Platform”) to all employees of theClient (“Users”);
(ii) mental health and wellness related digital content and information including infographics, videos and tips provided by the Platform Provider to the User at such frequency as may be determined by the PlatformProvider; and
(iii) reporting of aggregated data on utilisation rates, demographic profiles, and User progress.
(b) In accordance with the Platform Provider’s privacy policy, the Personal Data of Users will not be disclosed.
(c) The features of the Platform include:
(i) unlimited usage of the Platform’s evidence-based curated content, assessments, mood trackers, thought journals, and other free features on the Platform that will be rolled out or updated during the Term.
(ii) facilitation of one-on-one unlimited (or subject to a usage cap as stated in the Online Order Form), asynchronous, text and audio message-based coaching with certified mental health professionals (“ThoughtFull Professionals”);
(iii) daily check-ins and bite-sized coaching fromThoughtFull Professionals on Business Days, for the duration of the Term. The duration of such check-ins and bite-sized coaching shall be subject to the mutual agreement between the relevant User and the ThoughtFull Professional; and
(iv) unlimited complimentary switching of ThoughtFull Professionals per User. In the event a User demonstrates patterns of frequent switching of ThoughtFull Professionals of more than three times within a two month period without valid reasons, the Platform Provider reserves the right to investigate the usage pattern of the User and manage the User in accordance with the Escalation Protocols set out in Clause 6 of this Agreement.
(d) The Platform Provider reserves the right to change or modify the Platform over time to meet the needs of the Users in the discretion of the Platform Provider. The Platform Provider upon making such changes to the Platform will provide a notice of such changes to Users, such as sending a push notification via the platform, update notes via application stores such as but not limited to, Apple App Store, GooglePlayStore. By continuing to access or use the Platform, User(s) confirms their acceptance of the changes made to the Platform. In view of this, the Platform Provider encourages Users to review update notes and push notifications frequently to ensure that Users are aware of the changes made to the Platforms.
3.4. SERVICES BY THOUGHTFULL PROFESSIONALS
(a) Where ThoughtFull Professionals provide coaching services to the Users, the ThoughtFull Professionals have a direct relationship with the Users and owe the Users professional obligations directly, and hence provide the coaching services to the Users directly. The Thoughtfull professionals contract with the Users on the basis of Thoughtfull’s terms and conditions for individual end users available here: https://www.thoughtfull.world/clients-terms-of-use.
(b) Both Parties agree that the Parties are not contractual parties to the provision of coaching services between the Thoughtfull Professional and the Users. Where the Agreement or SOW refers to Thoughtfull’s provision of such coaching services, it should be interpreted to mean that the Platform Provider undertakes to procure and facilitate the provision of such coaching services through the Platform, and ensure the necessary payments are made to the Thoughtfull Professionals.
(c) The Service Provider shall ensure that the services provided by the Thoughtfull Professionals are consistent with theService Provider’s model of care, which comprises the following:
(i) Evidence-based approaches to therapy;
(ii) A stepped care approach;
(iii) Accredited professionals with a minimum of Masters degree and registered with bodies of oversight;
(iv) Governance frameworks; and
(v) Coaching frameworks and typical therapeutic approaches (person-centred approach and CBT-based interventions).
3.5. SPECIFIC SERVICES
(a) For a Specific Service (or any other services not in the General Services) to be used, either the Client or the Users shall agree separately on the scope of those services and the applicable fees.
(b) Each agreement for any additional services shall form a separately binding contract between the relevant Parties which incorporates the terms and conditions of this Agreement.
4.1. The fees payable in respect of the provision of the General Services shall be as set out in the relevant SOW.
4.2. For a Specific Service (or any other services not in the General Services) to be used, either theClient or the Users shall agree separately on the scope of those services and the applicable fees.
4.3. All fees for the Services under this Agreement and the SOW are exclusive of any applicableTaxes, which shall be borne solely by the Client.
5.1. All fees for the Services under this Agreement and the SOW are quoted in the currency asstated on the Online Order Form.
All fees payable under this Agreement and/or the SOW shall be made, no later than thirty (30) days from the date ofthe invoice.
5.2. If the Client disputes any invoice, the Client shall notify the Platform Provider in writing within 10 (10) days of the date of the issuance of the invoice, specifying the reasons for the disagreement and the Parties shall negotiate in good faith to attempt to resolve the dispute promptly and if the Parties have not resolved the dispute within thirty (30) days of the Client giving notice to the Platform Provider, the dispute shall be resolved in accordance with Clause 23 of this Agreement.
5.3. The Client shall pay to the Platform Provider all other amounts not disputed by the Client in accordance with Clause 5.2 of this Agreement.
5.4. If no dispute is raised by the Client within the stipulated timeframe as set out in Clause 5.2 above, the Client shall be deemed to have accepted the validity of the invoice, and shall proceed to make payment in accordance with Clause 5 of this Agreement.
5.5. All payments made to the Platform Provider shall be made via the method specified at the point of the order.
5.6. In the event that the Client fails to make payment of the invoice in accordance with thisClause 5, the Platform Provider reserves the right to refuse the provision of Services until the relevant payment has been made.
5.7. If any payment is not timely made by the due date (or in the event that a credit card is used and a chargeback was initiated) in addition to the sum due the Client shall also incur a late payment penalty in an amount equal to one percent (1%) of the invoice amount for every thirty (30) days after the due date through and including the date paid.
6.1. Save as expressly provided under this Agreement or the relevant SOW, all Personal Data that is handled pursuant to this Agreement and the relevant SOW by and/or between:
(a) ThoughtFull Professionals and Users; and
(b) the Platform Provider and Users,
are to be held in strict confidentiality by the Platform Provider and ThoughtFull Professionals and will not be disclosed to the Client and/or any other third parties.
6.2. Notwithstanding Clause 6.1, Personal Data may be disclosed under the following circumstances:
(a) to third parties which provide medical, clinical or insurance services, the Client, and/or the Platform Provider’s representatives, where such disclosure is required by the Platform Provider and/or ThoughtFull Professionals for the provision of Services;
(b) where required by applicable law;
(c) in times of emergency and/or crisis, where it can reasonably be deemed by the Platform Provider that there is an immediate risk of harm to a User and/or other individuals; or
(d) with the prior written consent of the User.
6.3. Where a User requires further medical attention, the Platform Provider will notify at least one of the Client’s appointed representatives (if notified by the Client to the Platform Provider),following which the Client will contact the next of kin of the User and/or refer the User to a medical service provider.
6.4. The Platform Provider shall not be liable in any way if there is a failure or delay on part of the Client in contacting the next of kin of the User and/or in referring the User to a medical service provider.
6.5. ThoughtFull Professionals are required, under the Children and Young Persons Act (Cap. 38 of Singapore), to report individuals who are suspected to be physically or emotionally inflicting injury on a child or young person as a result of ill-treatment, or subject a child or young person to neglect or abandonment, and ThoughtFull Professionals are therefore mandated to escalate such cases immediately to the Platform Provider for further escalation and handling, or to the relevant authorities for direct handling and intervention.
6.6. In the event a User is assessed to be unsuitable for the Services, ThoughtFull Professionals may communicate any User suitability concerns directly with the User or indirectly through the Platform Provider and if such User suitability concerns persist, the Platform Provider reserves the right to withhold services from theUser and/or remove the User from the Platform in order to ensure that more suitable support can be provided to the User. To the extent possible and permissible under applicable laws, relevant case information may be provided by the Platform Provider to the Client’s appointed representatives listed under Clause 6.3 and/or the relevant authorities for their necessary action.
7.1. The Client hereby represents, warrants, and undertakes to the Platform Provider that:
(a) (If it is a corporate entity) it is a company duly formed and validly existing under the laws of its jurisdiction of formation;
(b) it has the legal right and full power and authority to enter into and perform this Agreement, which when executed will constitute valid and binding obligations on it, in accordance with its terms;
(c) its operations and proceedings shall at all times during the Term be conducted in conformity with all the laws and regulations of any jurisdiction which may govern or regulate the performance of its obligations under this Agreement; and
(d) (if a credit card is used) the Client will not initiate a chargeback or payment dispute with its card issuer for any transactions made through the Online Order Form.
7.2. The Platform Provider hereby represents and warrants to the Client that:
(a) it is a company duly formed and validly existing under the laws of its jurisdiction of formation;
(b) it has the legal right and full power and authority to enter into and perform this Agreement, which when executed will constitute valid and binding obligations on it, in accordance with its terms;
(c) the Services to be provided by the Platform Provider shall be performed in a timely and professional manner and in accordance with the milestones and any other time schedule agreed between the Parties;
(d) the Platform is fit for the purpose for which the Platform Provider has represented to the Client; and
(e) the ThoughtFull Professionals and the Platform Provider’s employees, agents or subcontractors assigned to provide the Services have the appropriate skill, expertise and experience to provide the Services, and where required by applicable law from time to time, will have the required licenses, employment permits and all other relevant approvals necessary to provide the Services.
8.1. The Client acknowledges and agrees that all Intellectual Property Rights in the Platform shall remain with the Platform Provider, and the Client will acquire no right in them, except for the right to use the Intellectual Property Rights as expressly provided in this Agreement.
8.2. The Client undertakes that it will not knowingly aid or assist any third party in their reverse engineering, decompiling, extraction, decrypting, modification or disassembly of the Platform and other of the Platform Provider’s Intellectual Property Rights, and it shall not itself reverse engineer, decompile, extract, decrypt, modify or disassemble the Platform and other of the Platform Provider’s Intellectual Property Rights.
9.1. The Client acknowledges that the ThoughtFull Professionals are independent providers of Services to Users via the Platform, and that the ThoughtFull Professionals are not employees, agents or representatives of the Platform Provider (in accordance with Clause 3.4). Save as otherwise expressly provided under this Agreement, the Platform Provider will not be liable under this Agreement for the Services provided by any ThoughtFull Professional through the Platform, including (without limitation) any act, omission, opinion, response, advice, suggestion, information and/or service of any ThoughtFull Professional and/or any other content or information accessible through the Platform unless the same is attributable to the recklessness, wilful misconduct or negligence of thePlatform Provider, its employees, agents and/or representatives.
9.2. The maximum aggregate liability of the Platform Provider in respect of any claim arising out of or in connection with a breach of the terms of this Agreement shall be equivalent to the fee payable in respect of the General Services / Services as set out in the SOW.
10.1. Either Party may, at any time by notice in writing to the other Party terminate this Agreement immediately if the other Party is in material breach of any of the provisions in this Agreement (including the failure to pay any amount payable when due) and, if such breach is remediable, fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so.
10.2. Should the client terminate this Agreement prior to the Expiry Date:
(a) No refunds of any paid or charged sums shall be made; and
(b) The Platform Provider has the right to claim for any applicable fees for fees payable as if the Service Provider provided the services until the Expiry Date.
10.3. Upon termination of this Agreement for whatever reason all sums owed by the Client to the Platform Provider shall become immediately due and payable. Any sums paid in advance by the Client are non-refundable and the Service Provider shall continue the provision of services which the payments were made for.
10.4. Clauses 7, 11, 14, 17, 20, 21, and 23 shall survive the termination of this Agreement.
10.5. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
11.1. Each Party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, or customers of the other Party or of any member of the group of companies to which the other Party belongs as well as the terms and conditions of this Agreement (including the SOW) except as permitted by Clause 11.3.
11.2. Confidential information shall constitute of the following:
(a) all communications between the Parties and all information and other material received by the Parties which is either marked “confidential” or is by its nature intended to be exclusively for the knowledge of the Parties alone, or to be used by the Platform Provider only for the benefit of the Client;
(b) any knowledge or information or any business, financial or trading information, or any information concerning transactions, future plans and targets, or affairs relating to the Parties and its subsidiaries and/or clients or customers of the Parties and its subsidiaries, including, without limitation, technical data and know-how relating to the business of the Parties or any of its suppliers, clients, customers, agents, shareholders or management which the Contractor may acquire, receive or obtain in the course of the Engagement; and
(c) any information received or obtained in connection with this Agreement (or any agreement entered into pursuant to this Agreement) which relates to:
(i) the contents of this Agreement, and any other agreement entered into pursuant to this Agreement; and
(ii) the discussions relating to this Agreement, and any other agreement entered intopursuant to this Agreement.
11.3. Each Party may disclose the other Party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this Clause 11;
(b) where such confidential information has come into the public domain, other than through a breach of any duty of confidentiality by any of the Parties; or
(c) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.4. No Party shall use any other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
12.1. In providing Personal Data to the Platform Provider, the Client represents and warrants that it has obtained all consents necessary for the collection, use and disclosure of the Personal Data.
12.2. The Platform Provider undertakes to only use the Personal Data for the purposes of providing the Services and for research and analytics purposes for improvement of the Services rendered, and shall not disclose and/or otherwise transfer such Personal Data to third parties without the prior written consent of the User and/or the Client, save as permitted under applicable laws.
12.3. The Platform Provider shall use commercially reasonable efforts to protect the Personal Data in its possession.
12.4. Upon the reasonable request by a User, the Platform Provider shall, as soon as reasonably possible, provide the User with such Personal Data that is relevant to the user that is in the possession or under the control of the Platform Provider.
12.5. Upon receiving a reasonable request by a User to correct an error or omission in his Personal Data that is in the possession or under the control of the Platform Provider, the Platform Provider shall correct the Personal Data as soon as practicable. The Platform Provider reserves the right to charge the User a reasonable administrative fee in order to meet such requests.
12.6. Where there is a transfer of Personal Data out of Singapore, the Platform Provider will undertake to ensure that the Personal Data will be protected at a standard that is comparable to that under the PDPA.
13.1. Neither Party shall be in breach of any of the provisions of this Agreement if and to the extent that such a breach is caused by a Force Majeure Event, which renders it impossible for such Party to fulfil its obligations under this Agreement.
13.2. The Party claiming relief under this Clause 13 shall notify the other Party in writing promptly and in any event no later than 15 days of the occurrence of such Force Majeure Event, and use its best endeavours to avoid or limit the effects of the Force Majeure Event, including putting itself in a position to carry out its obligations.
Any notice or communication to be given under this Agreement shall be made in writing and may be given to the relevant Party at its electronic mail address as used in usual correspondence, or to such electronic mail address as such Party may have notified to the other Parties for the purposes of this Agreement.
15.1. This Agreement shall benefit and be binding on the Parties, their respective successors and any permitted assignee or transferee of some or all of a Party's rights or obligations under this Agreement. Any reference in this Agreement to any party shall be construed accordingly.
15.2. Parties may not assign or transfer all or any of its rights or obligations under this Agreement without prior written consent from the other Party.
This Agreement be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any Party may enter into this Agreement by executing any such counterpart. Any Party may enter into this Agreement by manually signing any such counterpart transmitted electronically or by facsimile or other electronic signature by any of the Parties to any other Party and the receiving Party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received. Such signatures executed by way of facsimile or other electronic means shall be recognised and construed as secure electronic signatures pursuant to the Electronic Transactions Act (Chapter 88 of Singapore) and the Parties accordingly shall deem such signatures to be original signatures for all purposes.
Nothing in this Agreement is intended to, or shall be deemed to create any agency, joint venture or partnership between the Parties. Neither Party has the right, power or authority to make any warranties or representations on behalf of the other Party. The Client shall not represent itself to be, an agent, joint venturer, partner, employee or representative of the Platform Provider.
This Agreement and SOW constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and undertakings between them, whether written or oral, relating to its subject matter. In the event of any inconsistency between the terms of this Agreement and the terms of the SOW, the terms of this Agreement prevails.
The Service Provider reserves the right to amend, modify, or update these Terms and Conditions from time to time, at its sole discretion. Any changes to these Terms will become effective upon the earlier of: (a) the posting of the updated Terms on the Service Provider’s website; or (b) notice to the Client via email or through the Service. Continued use of the Services after such changes have been made shall constitute the Client’s acceptance of the amended Terms. If the Client does not agree to the amended Terms, its sole remedy is to discontinue use of the Services.
20.1. If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provisions shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.
20.2. To the extent that it is not possible to delete or modify the provision, in whole or in part, under Clause 20.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 20.1, not be affected.
21.1. No failure or delay by any Party in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
21.2. The rights and remedies of any Party under or pursuant to this Agreement are cumulative, may be exercised as often as such party considers appropriate and are in addition to its rights and remedies under general law.
Save as provided in this Agreement, any person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap.53B) to enforce any of any term of, or enjoy any benefit under, this Agreement.
23.1. This Agreement shall be governed by, and interpreted in accordance with, the laws of Singapore.
23.2. The courts of Singapore shall have exclusive jurisdiction over any dispute, whether contractual or not, arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination).
Specific Services
1. Webinars
(a) General Population webinars refer to webinars that will be conducted for all employees of the Client.
(b) People Leaders webinars refer to webinars that will be conducted for all employees of the Client whose role and responsibilities include managing a team.
2. Online and In-Person Therapy
(a) The Online Therapy is a 1-hour video consultation session between 1 User and 1 ThoughtFull Professional.
(b) Online Therapy sessions to be provided by the Platform Provider are subject to the following conditions:
(i) the User must sign up for the Online Therapy session at least 24 hours prior to the intended timing;
(ii) any cancellations made with less than 24 hours’ notice as well as no-shows on the time of the appointment will be deducted from the quota; and
(iii) there may be limits to the number of Online Therapy sessions that an individual User may sign up for, if the Client stipulate so in the relevant SOW.
(c) The In-Person Therapy is a 1-hour in-person consultation session between 1 User and 1 ThoughtFull Professional. The venue of the consultation will be the Client office by default, but alternative arrangements may be made if necessary.
3. 24/7 Wellness Hotline
(a) Phone number for employees to reach out for immediate crisis support that is available 24 hours a day
4. Other Services
(a) program launch information and materials, including but not limited to:
(i) educational material on the Platform and the webinar;
(ii) frequently asked questions sheet for webinar organisers;
(iii) onboarding packet for webinar organisers; and
(iv) onboarding call with the human resources department;
(b) additional Individual Therapy sessions in-person or virtually;
(c) Onsite roadshow booth sessions;
(d) advice, consultation, activation, and analyses; and
(e) other pay-per-use Services.
